Common use of NERC Electric System Reliability Standards Clause in Contracts

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim with sufficient notice to allow Anaheim to take part in any administrative processes, discussions, or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of Anaheim’s participation in the processes, discussions, or settlement negotiations, or Anaheim waives its right to take part in the processes, discussion, or settlement negotiations, Anaheim shall reimburse Seller for the penalty to the extent that: (i) It was solely caused by Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (ii) Seller can establish to Anaheim’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – ‐ Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim with sufficient notice to allow Anaheim to take part in any administrative processes, discussions, or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of Anaheim’s participation in the processes, discussions, or settlement negotiations, or Anaheim waives its right to take part in the processes, discussion, or settlement negotiations, Anaheim shall reimburse Seller for the penalty to the extent that: (i) It was solely caused by Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – ‐ Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (ii) Seller can establish to Anaheim’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.

NERC Electric System Reliability Standards. Table of Contents Throughout During the Delivery Term, Seller shall be: be (ai) Responsible responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and and (bii) Liable liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to AnaheimSCE’s actions or inactions as SC Scheduling Coordinator as described in the document entitled “NERC Reliability Standards – Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim SCE with sufficient notice to allow Anaheim SCE to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of AnaheimSCE’s participation in the processes, discussions, discussions or settlement negotiations, or Anaheim SCE waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim SCE shall reimburse Seller for the penalty to the extent that: that (ia) It it was solely caused by AnaheimSCE’s actions or inactions as SC Scheduling Coordinator as described in the document entitled “NERC Reliability Standards – Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and and (iib) Seller can establish to AnaheimSCE’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table If SCE took part in and agreed to the terms of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONSsettlement, SCE shall also reimburse Seller for any payment made by Seller in settlement of a claim of violation by or on behalf of NERC, to the extent that (x) the claim being settled was solely caused by SCE’s actions or inactions as Scheduling Coordinator as described in the document entitled “Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the claim; and (y) Seller can establish to SCE’s reasonable satisfaction that Seller actually made the payment to NERC under the settlement.

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be:be:‌ (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim SCE with sufficient notice to allow Anaheim SCE to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of AnaheimSCE’s participation in the processes, discussions, discussions or settlement negotiations, or Anaheim SCE waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim SCE shall reimburse Seller for the penalty to the extent that: (ic) It was solely caused by AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (iid) Seller can establish to AnaheimSCE’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) : Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, or CAISO for compliance with the NERC Reliability Standards; and (b) and Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim with sufficient notice to allow Anaheim to take part in any administrative processes, discussions, or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of Anaheim’s participation in the processes, discussions, or settlement negotiations, or Anaheim waives its right to take part in the processes, discussion, or settlement negotiations, Anaheim shall reimburse Seller for the penalty to the extent that: (i) : It was solely caused by Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (ii) and Seller can establish to Anaheim’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be:be:‌ (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. category.‌ However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim SCE with sufficient notice to allow Anaheim SCE to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of AnaheimSCE’s participation in the processes, discussions, discussions or settlement negotiations, or Anaheim SCE waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim SCE shall reimburse Seller for the penalty to the extent that: (ic) It was solely caused by AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (iid) Seller can establish to AnaheimSCE’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. Article Three -- §3.25 Term and Conditions Precedent; Termination However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to Anaheim’s SCE's actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim SCE with sufficient notice to allow Anaheim SCE to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of Anaheim’s SCE's participation in the processes, discussions, discussions or settlement negotiations, or Anaheim SCE waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim SCE shall reimburse Seller for the penalty to the extent that: (ic) It was solely caused by Anaheim’s SCE's actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (iid) Seller can establish to Anaheim’s SCE's reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator or other applicable category. However, if Seller learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim SCE with sufficient notice to allow Anaheim SCE to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged Article Three -- §3.27 Term and Conditions Precedent; Termination violation or possible penalty. If the penalty is nonetheless assessed in spite of AnaheimSCE’s participation in the processes, discussions, discussions or settlement negotiations, or Anaheim SCE waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim SCE shall reimburse Seller for the penalty to the extent that: (ic) It was solely caused by AnaheimSCE’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (iid) Seller can establish to AnaheimSCE’s reasonable satisfaction that the penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.

NERC Electric System Reliability Standards. Table of Contents Throughout the Delivery Term, Seller shall be: (a) Responsible for complying with any NERC Reliability Standards applicable to the Generating Facility, including registration with NERC as the Generator Operator for the Generating Facility or other applicable category under the NERC Reliability Standards and implementation of all applicable processes and procedures required by NERC, WECC, WECC or CAISO for compliance with the NERC Reliability Standards; and (b) Liable for all penalties assessed by NERC (through WECC or otherwise) for violations of the NERC Reliability Standards by the Generating Facility or Seller, as Generator Operator . Seller shall notify Anaheim of any penalties or other pending penalties assessed by NERC to either the Generating Facility or the Seller. Anaheim will cooperate reasonably with Seller in connection with Seller’s compliance with any applicable categoryNERC Reliability Standards. However, if Seller ▇▇▇▇▇▇ learns that NERC (through WECC or otherwise) is considering or intends to assess Seller with a penalty that Seller believes is attributable to Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the potential assessment, Seller shall provide Anaheim with sufficient immediate Notice upon its receipt of any NERC/WECC notice of violation to allow Anaheim to take part in any administrative processes, discussions, discussions or settlement negotiations with NERC, WECC or other entity arising from or related to the alleged violation or possible penalty. If the penalty is nonetheless assessed in spite of Anaheim’s participation in the processes, discussions, discussions or settlement negotiations, or Anaheim waives its right to take part in the processes, discussion, discussion or settlement negotiations, Anaheim shall reimburse Seller for the penalty to the extent that: (i) It was solely caused by Anaheim’s actions or inactions as SC as described in the document entitled “NERC Reliability Standards – - Responsibilities of the Generator Operator, Scheduling Coordinator, CAISO, and Reliability Coordinator” or other successor description or document on the CAISO website at the time of the violation; and (ii) Seller can establish to Anaheim’s reasonable satisfaction that the The penalty was actually assessed against Seller by NERC and paid by Seller to NERC. Table of Contents ARTICLE FOUR. ANAHEIM’S OBLIGATIONS.